This
NONQUALIFIED STOCK OPTION AWARD AGREEMENT (the "Agreement") is made
as of the 1st day of August, 2011 (the "Grant Date") between
CONSOLIDATED-TOMOKA LAND CO., a Florida corporation (the "Company")
and John P. Albright (the "Grantee").

Background
Information

The Company has
adopted the Consolidated-Tomoka Land Co. 2010 Equity Incentive Plan
(the “Plan”) which is administered by the Compensation
Committee of the Company’s Board of Directors (the
“Committee”). Section 5 of the Plan provides
that the Committee shall have the discretion and right to grant
Options, subject to the terms and conditions of the Plan and any
additional terms provided by the Committee. The
Committee has granted an Option to the Grantee as of the Grant Date
pursuant to the terms of the Plan and this
Agreement. The Grantee desires to accept the grant of
the Option and agrees to be bound by the terms and conditions of
the Plan and this Agreement. Unless otherwise defined
herein, the terms defined in the Plan shall have the same defined
meanings in this Agreement.

Agreement

1.
Grant of Option . Subject to the terms and
conditions provided in this Agreement and the Plan, the Company
hereby grants to the Grantee an option to purchase 50,000 Shares at
an Option Price of $________ per Share (the
"Option"). The extent to which the Grantee’s
rights and interest in the Option becomes vested and
non-forfeitable shall be determined in accordance with the
provisions of Sections 2 and 3 of this Agreement. The
Option shall be a Nonqualified Stock Option.

2.
Vesting . Except as may be otherwise provided in
Section 3 of this Agreement, the vesting of the Grantee’s
rights and interest in the Option shall be determined in accordance
with this Section 2. Prior to the first anniversary of
the Grant Date, no portion of the Option shall be
vested. The Option shall vest according to the following
schedule, provided that in all instances the Grantee is an Employee
of the Company:

Date

Vested Percentage

1stAnniversary of the Grant Date

33%

2ndAnniversary of the Grant Date

66%

3rdAnniversary of the Grant Date

100%

3.
Change in Control . Unless previously forfeited,
any unvested portion of the Option shall vest upon the occurrence
of a Change in Control.

4.
Term of Option . The Option shall be exercisable
during its term only to the extent it has vested in accordance with
Section 2 or Section 3 of this Agreement. The term of
the Option commences on the Grant Date and expires upon the
earliest of the following:

(a)&n

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